Tokio Marine to buy HCC Insurance for $7.5 billion

TOKIO Marine Holdings Inc <8766.T> said on Wednesday it had agreed to buy U.S. specialty insurer HCC Insurance Holdings Inc for $7.5 billion, in what would be the biggest M&A deal this year by a Japanese company.

Tokio Marine, Japan’s largest insurer by market value, expects to complete its biggest-ever acquisition between October and December, it said in a statement.

With insurers among the most acquisitive Japanese companies, Tokio Marine alone has spent more than $8 billion on international deals since 2008, including U.S. insurers Philadelphia Consolidated for $4.7 billion in 2008 and Delphi Financial for $2.7 billion in 2012.

Driven by a need to diversify geographical exposure to natural disasters, Tokio Marine President Tsuyoshi Nagano told Reuters earlier this month that his firm was still scouring markets around the world for acquisitions.

He added, however, that rising prices had made it more cautious in the Asia-Pacific region. Tokio Marine on Wednesday said buying HCC will boost the proportion of overseas profit to 46 percent of its total, from 38 percent projected for the current financial year.

Japan’s outbound M&As hit an annual record of $83.2 billion in 2012, but deal volumes have since dropped in part due to a decline in the yen, Thomson Reuters data showed.

Before Tokio Marine’s announcement, Japan’s outbound M&As stood at $38.5 billion so far this year, up 15 percent on the same period last year.

The biggest deal had been Japan Post Holdings Co Ltd’s [IPO-JAPP.T] A$6.5 billion ($5 billion) acquisition of Australian freight and logistics firm Toll Holdings Ltd. The Bank of Japan’s easy-money stimulus policies have spurred record profit at Japanese companies, but sluggish business demand at home has prompted them to look abroad for growth, especially to the United States, even though the weaker yen makes such acquisitions more expensive.

Tokio Marine said it would pay $78 a share, or 1.9 times HCC’s book value as of March 31, representing a 35.8 percent premium to the U.S. company’s average share price over the past month. “The price is high, but U.S. financial companies’ share prices are already traded at a premium and on top of which, we have to pay premium for acquiring control of the company,” Nagano told a news conference.

“We have to pay money, otherwise, we cannot find a good partner.” HCC, based in Houston, Texas, has 2500 employees and had $458 million in net profit on revenue of $2.7 billion in 2014. Nagano said Tokio Marine will not issue new shares to fund the acquisition, and that it would use cash on hand and secure debt instead.

The insurer said it would be able to greatly diversify its business portfolio through HCC, which runs a bevy of specialty lines of insurance, including accident and health, and directors’ and officers’ liability.

Credit Suisse and Evercore acted as financial advisers to Tokio Marine, while Goldman Sachs advised HCC, the U.S. company said in a separate statement.